Exhibit 5.1
October 13, 2006
Waters Corporation
34 Maple Street
Milford, MA 01757
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant to a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the “Securities
Act”), to be filed with the Securities and Exchange Commission on or about October 13, 2006
(the “Registration Statement”), of 3,800,000 shares (the “Shares”) of
common stock, par value $0.01 per share (the “Common Stock”), of Waters
Corporation, a Delaware corporation (the “Company”), which are or will be issuable to
employees, directors and consultants of the Company upon the exercise of options granted pursuant
to the Company’s 2003 Equity Incentive Plan, as amended (the “2003 Plan”) or which
the Company may issue as restricted stock or pursuant to awards of restricted stock units under the
2003 Plan.
We have acted as counsel to the Company in connection with the foregoing registration of the
Shares. We have examined and relied upon originals or copies of such records, instruments,
certificates, memoranda, and other documents as we have deemed necessary or advisable for purposes
of this opinion and have assumed, without independent inquiry, the accuracy of those documents. In
that examination, we have assumed the genuineness of all signatures, the conformity to the
originals of all documents reviewed by us as copies, the authenticity and completeness of all
original documents reviewed by us in original or copy form, and the legal competence of each
individual executing such documents. We have further assumed that all options granted or to be
granted pursuant to the 2003 Plan were or will be validly granted in accordance with the terms of
the 2003 Plan, that all Shares to be issued upon exercise of such options will be issued in
accordance with the terms of such options and the 2003 Plan, and that all Shares sold or granted as
restricted stock or pursuant to awards of restricted stock units will be sold or granted in
accordance with the terms of the 2003 Plan.
This opinion is limited solely to the Delaware General Corporation Law, as applied by courts
located in Delaware, the applicable provisions of the Delaware Constitution and the reported
judicial decisions interpreting those laws.
Based upon and subject to the foregoing, we are of the opinion that:
1. Upon the issuance and the delivery of the Shares upon the exercise of options granted
pursuant to the 2003 Plan in accordance with the terms of such options and the 2003 Plan, and upon
the Company’s receipt of the full exercise price therefore, as determined by the Board of Directors
of the Company and as specified in the documents governing such grants and the 2003 Plan, the
Shares will be validly issued, fully paid, and nonassessable shares of the Company’s Common Stock.
Waters Corporation
October 13, 2006
Page 2
2. Upon the issuance and delivery of the Shares in the form of restricted stock in accordance
with the terms of the 2003 Plan, and upon the Company’s receipt of consideration therefore, as
determined by the Board of Directors of the Company and as specified in the documents governing
such awards and the 2003 Plan, the Shares will be validly issued, fully paid, and nonassessable
shares of the Company’s Common Stock.
3. Upon the issuance and delivery of the Shares pursuant to awards of restricted stock units
in accordance with the terms of the awards of such restricted stock units and the 2003 Plan, and
upon the company’s receipt of consideration therefore, as determined by the Board f Directors of
the Company and as specified in the documents governing such awards and the 2003 Plan, the Shares
will be validly issued, fully paid, and nonassessable shares of the Company’s Common Stock.
We consent to the filing of a copy of this opinion as an exhibit to the Registration
Statement.
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Very truly yours,
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/s/ BINGHAM McCUTCHEN LLP
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BINGHAM McCUTCHEN LLP |
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